LPL MASTER ACCOUNT AGREEMENT

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1 In consideration of LPL Financial LLC ( LPL ) agreeing to open one or more accounts for you, you hereby understand, acknowledge and agree as follows: THE ROLE OF LPL FINANCIAL LPL serves in the following capacities depending upon the type of account you are opening with LPL. It is important that you understand the role of LPL as it relates to your account. Please refer to Account Type under Section I of the Account Application. Brokerage and Optimum Market Portfolios (OMP) Brokerage LPL acts as the broker/dealer of record and as the custodian of the assets in your account. LPL is responsible for providing the periodic custody statements for your account. Direct Business LPL acts as the broker/dealer of record on your account but is not the custodian of your assets. You are opening an account directly with a product sponsor or issuer. For example, this could be a mutual fund, REIT, or variable annuity sponsor. The custodian selected by the sponsor is responsible for issuing periodic statements for your account. TAMP LPL is not acting as the broker/dealer and is not the custodian of your assets. If you selected this Account Type it means you have opened your account through a third-party asset management program ( TAMP ). Please refer to the agreement between you and your TAMP for an understanding of the roles and responsibilities of your TAMP. The custodian of your account is typically specified in your TAMP agreement or other paperwork needed to establish the account through the TAMP. The custodian is responsible for issuing periodic statements for your account. For certain TAMP accounts, LPL is acting as a solicitor or referral agent on behalf of the TAMP and may act as a point of contact between you and the TAMP. In other cases, LPL may act as an investment adviser on the account along with the TAMP investor advisor. INVESTMENT RISK DISCLOSURE 1. You understand that investing in securities involves risks and that many variables, including, but not limited to market and economic fluctuations, may have a substantial negative effect on the value of your securities positions. Furthermore, you represent to LPL that you are willing to assume these risks and that you are in fact financially able to bear these risks. You agree to notify LPL in writing should your financial condition materially change, or should your investment objective change from the one shown on the Account Application. 2. You understand that LPL or your registered representative ("Representative") is to provide you with current offering documents which fully describe each investment, including potential risks and costs, in connection with a purchase of an interest in a partnership, mutual fund, variable product, unit investment trust or any new issue. For more information about the risks and features of certain investment products, please refer to the section of this Agreement entitled Investment Product Disclosure and Relationship Guide. 3. For retail accounts, each purchase of class A mutual fund shares, you agree to provide your Representative with information regarding your current holdings within the same fund family, either individually or in related accounts. You also agree to advise your Representative at the time of each mutual fund purchase whether or not you have recently liquidated mutual fund shares within the same fund family or a different fund family. This will enable us to provide you with any commission discounts to which you may be entitled. 4. It may not be advisable to exchange from one variable product or mutual fund to another of like objective if such transfer involves payment of an additional up-front or contingent sales charge or surrender charges. However, there may be circumstances in which it is reasonable to do so. Exchanges within the same mutual fund family may be available at no commission and at reduced processing costs. 5. It is usually not advisable to be induced by a pending dividend to purchase or sell securities. UNAUTHORIZED PROHIBITED ACTS You should be aware of the following to protect yourself and to prevent unauthorized acts within your control. LPL FINANCIAL LLC Page 1

2 1. Please always make payment for the purchase of securities to one of the following parties: LPL for purchases made in your LPL account, a mutual fund or a variable product sponsor as instructed in the prospectus or a partnership escrow agent as instructed in the offering memorandum or the TAMP sponsor. Do not make payment to any person or entity not named above including your Representative. 2. Do not pay cash or a cash equivalent for a security purchase; use a traceable instrument. 3. Be aware that Representatives are prohibited from taking personal possession of your securities, stock powers, monies or any other personal or real property in which you may have an interest. Representatives may not lend to you or borrow from you any monies or securities. 4. Do not obtain credit or otherwise borrow money to purchase securities except through a properly approved margin account. 5. Do not accept any commission rebate or any other inducement with respect to your purchase or sale of securities. 6. Do not enter into an understanding whereby you agree to buy securities directly from or sell securities directly to your Representative. 7. Do not agree to enter into any other business relationship with your Representative including, but not limited to, helping to capitalize or finance any business of your Representative. OPERATION OF YOUR CASH ACCOUNT/TERMS 1. Applicable Rules & Regulations All transactions in your account are subject to the rules, customs and usages of the exchanges, markets or clearing houses where the transactions are executed and to all applicable federal and state laws and regulations. The Financial Industry Regulatory Authority (FINRA) requires that we provide the following information concerning its BrokerCheck program. An investor brochure that includes information describing FINRA BrokerCheck may be obtained from FINRA. The FINRA BrokerCheck hotline number is (800) The FINRA website address is Any complaints regarding the handling of your account may be directed to your financial advisor and/or to LPL Financial at Lien All securities, commodities and other property which LPL may at any time be carrying for you or which may at any time be in LPL s possession or under LPL s control, shall be subject to a general lien and security interest in LPL s favor for the discharge of all your indebtedness and other obligations to LPL, without regard to LPL having made any advances in connection with such securities and other property and without regard to the number of accounts you may have with LPL. In enforcing LPL's lien, LPL shall have the discretion to determine which securities and property are to be sold and which contracts are to be closed. For purposes of this agreement, "securities, commodities and other property," as used herein shall include, but not be limited to, money, securities, and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. Notwithstanding any other provision in this agreement to the contrary, any lien or security interest arising out of fees, charges or other obligations owed to LPL by an account of an individual retirement account or other plan subject to the prohibited transaction provisions of section 4975(c) of the Internal Revenue Code ( Plan ) shall be limited to and enforceable against only the assets of such Plan account and any lien or security interest arising out of fees, charges or other obligations owed to LPL by a non- Plan account shall not extend to or be enforceable against the assets of any Plan account. No portion of your account with LPL can be used as collateral without the authorization of LPL, which may only be obtained through the completion of required LPL documentation. In the event that you are authorized by LPL to pledge an account as collateral to a lender for a loan or line of credit, you acknowledge that you cannot and will not use the proceeds from any loan or line of credit to purchase securities. 3. Failure to Pay If upon the purchase or sale of securities by LPL at your direction, you fail to pay for or deliver monies or securities, you authorize LPL to take those steps necessary to pay for/deliver such monies or securities. You further agree to reimburse LPL LPL FINANCIAL LLC Page 2

3 for any loss it may sustain on your behalf, including reasonable costs of collection of any debit balance and any unpaid deficiency in your account including attorneys fees. 4. Interest on Debit Balances Cash accounts may be subject, at LPL's discretion, to interest on any debit balances resulting from failure to make payment in full for securities purchased, failure to timely deliver securities sold, or for other charges which may be made to the account. 5. Automatic Cash Sweep Program By signing the Account Application, you are selecting and agreeing, with respect to assets held at LPL, to have cash balances in your account transferred automatically into a sweep program, depending on the type of account you hold. Below is a summary of the general terms and conditions of the sweep programs offered by LPL. The applicable sweep program will be implemented upon acceptance of your completed account paperwork at LPL s home office, which generally will occur within 15 business days, but can take longer in certain circumstances, of you providing the paperwork to your Representative. Pending our acceptance, cash balances not otherwise invested at your direction will be held in your account as a free credit balance, as discussed more fully below. Multi-Bank Insured Cash Account ( ICA ) Program General Terms and Conditions If your account is eligible for the ICA program, you hereby authorize and direct LPL to automatically deposit available cash balances (from securities transactions, dividend and interest payments, deposits and other activities) in your account into interest-bearing Federal Deposit Insurance Corporation ( FDIC ) insured deposit accounts ( Deposit Accounts ) at one or more banks or other depository institutions participating in the ICA Program (each, a Bank ). Eligibility. The ICA program is available only to individuals, trusts (so long as all beneficiaries of the trust accounts are natural persons), and sole proprietorships. Custodial accounts are eligible for the ICA program if each beneficiary is an eligible person. LPL may at its discretion deem an eligible person to be an ineligible person if LPL becomes aware that the person is prohibited as a matter of law from holding funds at the Bank. Entities organized or operated to make a profit, such as corporations, partnerships, associations, business trusts, and other organizations (other than sole proprietorships) are not eligible for the ICA program. If your Representative is located at a bank that offers a SBICA (as defined below), you are not eligible for the ICA Program. Please consult your Representative for additional details concerning eligibility. FDIC Insurance. The Deposit Accounts available through the ICA program are eligible for insurance by the FDIC up to $250,000 in principal and accrued interest per depositor (including individual retirement accounts ( IRAs ), Roth IRAs, and certain other retirement accounts) in each insurable capacity (e.g. individual, trust, joint, etc.) per Bank. As your agent, LPL will place up to $246,500 of your available cash for an individual or trust account, and up to $493,000 for a joint account, in one Bank. As your agent, LPL will open Deposit Accounts at additional Banks so that funds in excess of $246,500 for an individual or trust account (or $493,000 for a joint account) may be swept into those accounts, which are also eligible for deposit insurance. If $246,500 has been deposited for you (or $493,000 for your joint account) through the ICA program in each Bank up to $1.5 million, excess funds above $1.5 million of deposit insurance ($3 million for joint accounts) will be invested in a money market mutual fund. A prospectus for the J fund is available from LPL Financial upon request. Cash invested in a money market mutual fund is not eligible for FDIC deposit insurance. Deposit Accounts are not protected by the Securities Investor Protection Corporation (SIPC). The ability of the ICA program to sweep your uninvested cash into Bank deposit accounts depends, however, on the capacity of the Banks to accept new deposits. If one or more of the Banks at which you do not already have deposits decline to accept your uninvested cash, your cash that cannot be fully deposited into the Banks will be automatically invested into a money market mutual fund just as it will be when your available cash exceeds the maximum level of available deposit insurance (currently $1.5 million for individual accounts and $3 million for joint accounts). In the event of insufficient LPL FINANCIAL LLC Page 3

4 capacity, LPL will seek to make deposits under the ICA program such that at least some of your cash will be deposited in a Deposit Account consistent with the priority bank list. When Bank capacity is restored under the ICA program, your funds that are invested in a money market mutual fund will be automatically moved from the fund, and LPL, as agent, will deposit those funds into Deposit Accounts with the available Bank(s), subject to the maximum amount of FDIC insurance. Interest. You will receive the same interest rates on the funds in your accounts at each Bank. All Banks will use the same interest rate tiers and will pay the same rate of interest on the Deposit Accounts within each interest rate tier, which are described in greater detail in the ICA Disclosure Booklet available from your Representative or on The interest rates on the Deposit Accounts are determined by the amount the Banks are willing to pay on the Deposit Accounts minus the fees paid to LPL and other parties, as described in the Booklet. The interest rates paid on Deposit Accounts may change as frequently as daily. You may contact your Representative or access our website at to determine the current interest rate on the Deposit Accounts for each interest rate tier. Fees. LPL receives a fee equal to a percentage of the average daily deposit balance in the ICA. The fee paid to LPL may be at an annual rate of up to an average of 400 basis points as applied across all ICA deposit accounts taken in the aggregate. Tax Information. For most clients, interest earned on deposits in the Deposit Accounts will be taxed as ordinary income in the year it is received. A Form 1099 will be sent to you each year showing the amount of interest income you have earned on deposits in your Deposit Accounts. You should consult with your tax advisor about how the ICA program affects you. More Information. For more specific information about the terms and conditions of the ICA program, please see the ICA Disclosure Booklet available from your Representative or on Single Bank Insured Cash Account Program ( SBICA ) General Terms and Conditions If your Representative is located at a bank that offers a SBICA, you hereby authorize and direct LPL to automatically deposit available cash balances (from securities transactions, dividend and interest payments, deposits and other activities) in your account into an interest-bearing bank deposit account at that bank that is insured by the FDIC up to $250,000 for individuals and $500,000 for joint accounts. SBICA accounts are not protected by the Securities Investor Protection Corporation (SIPC). Fees. In the case of a SBICA program, LPL receives a fee from the bank of up to 0.50% of the LPL client assets deposited at the bank under the program for its sweep processing services. Tax Information. For most clients, interest earned on deposits in the SBICA accounts will be taxed as ordinary income in the year it is received. A Form 1099 will be sent to you each year showing the amount of interest income you have earned on deposits in your SBICA accounts. You should consult with your tax advisor about how the SBICA program affects you. More Information. For additional information on the SBICA, please see the applicable disclosure booklet available from your Representative. Money Market Mutual Fund Sweep Program General Terms and Conditions Eligibility. If your Account is not eligible for ICA or SBICA, you hereby authorize and direct LPL to automatically invest available cash balances (from securities transactions, dividend and interest payments, deposits and other activities) in shares of a money market mutual fund. If a specific sweep money market mutual fund is not otherwise directed by you, you hereby authorize a LPL to direct the cash balances held in your Account to the J.P. Morgan U.S. Government Money Market Fund (unless you own a foreign account and then it will be the J.P. Morgan U.S. Dollar Liquidity Fund). Contact your Advisor to learn about the specific share class you will be invested in or to learn about other sweep money market mutual funds that may be available. No FDIC Insurance. Investments in money market mutual funds are not guaranteed or insured by the FDIC or any other government agency. Although money market mutual funds seek to preserve a net asset value of $1.00 per share, there is LPL FINANCIAL LLC Page 4

5 no guarantee that this will occur. LPL is a member of SIPC. For accounts held at LPL, SIPC provides account protection up to a maximum of $500,000 per client, of which $250,000 may be claims for cash. This account protection applies when a SIPC member firm fails financially and is unable to meet obligations to securities customers, but it does not protect against losses from the rise and fall in the market value of investments. More information on SIPC, including obtaining a SIPC Brochure, may be obtained by calling SIPC directly at (202) or by visiting Fees. LPL receives compensation of up to 1.00% of LPL customer assets invested in the sweep money market funds from the money market fund sponsor in connection with 12b-1 fees, recordkeeping fees and other compensation. More Information. For more complete information about any of the sweep money market mutual funds available under this sweep program, including all charges and expenses, please contact your Representative for a free prospectus. You may obtain information with respect to the current yields available on the money market mutual funds by contacting your Representative. Changes to Sweep Programs LPL may make changes to the sweep programs, for example, to replace one sweep money market mutual fund with another money market mutual fund. If your account is not eligible for the ICA program, but later becomes eligible for the ICA program, LPL may switch your sweep program from the money market mutual fund sweep program to the ICA program. You will be provided with notice of such change prior to the effective date of the change. Alternatives to Sweep Programs Shares in the money market mutual funds that LPL offers as a non-sweep investment alternative may be purchased by giving specific orders for each purchase to your Representative. Cash balances in your account, however, will not be automatically swept into these money market mutual funds. Debits in your account will be paid automatically from available cash balances in your account and then from funds in the sweep programs. In the event there are no funds available in these accounts to cover debits, you or your Representative would need to liquidate separately purchased money market fund holdings or other securities to cover the required debits. Free Credit Balances Your selection of a sweep program above will not be effected until your account paperwork has been accepted by LPL as being in good order. Until such time, available cash balances (from securities transactions, dividend and interest payments, deposits and other activities) will not be automatically swept and will be held as a free credit balance. A free credit balance is a liability of LPL and payable to the account on demand. Interest will not be paid to the account on free credit balances. Unless we hear from you to the contrary, it is our understanding that any free credit balances held in your account are pending investment. Free credit balances may be used by LPL in the ordinary course of its business subject to the requirements of Rule 15c3-3 under the Securities Exchange Act of The use of customer free credit balances generally generates revenue for LPL in the forms of interest and income, which LPL retains as additional compensation for its services to its clients. Under these arrangements, LPL will generally earn interest or a return based on short-term market interest rated prevailing at the time. If you are acting on behalf of a Plan, you as a Plan fiduciary agree that you have independently determined that holding cash balances, pending LPL s acceptance of the account, as a free credit balance, which does not earn income for the Plan, is both (i) reasonable and in the best interests of the Plan and (ii) that the Plan receives no less, nor pays no more, than adequate consideration with respect to this arrangement. If the Plan fiduciary chooses to avoid holding un-invested cash as a free credit balances, the Plan fiduciary should not fund the account until after your account paperwork has been accepted by LPL as being in good order. LPL FINANCIAL LLC Page 5

6 Further Information For further information about LPL s sweep programs or your account, please contact your Representative. 6. Account Credits For assets held at LPL, LPL credits to your account funds belonging to you such as dividends, interest, redemptions, and proceeds of corporate reorganizations on the day such funds are received by LPL. These funds come to LPL from issuers and various intermediaries in which LPL is a participant, such as the Depository Trust Company. Information regarding when LPL credits your account with funds due you, when those funds are available to you, and/or when you begin earning interest on those funds is available from LPL. 7. Delivery Out of Securities For assets held at LPL, your periodic customer statement indicated that securities were forwarded to you and you have not received them, you should notify LPL immediately. If notification is received within 120 days after the mailing date, as reflected on your periodic statement, replacement will be made free of charge. Thereafter, a fee for replacement may apply. 8. Callable Securities For assets held at LPL, securities which are held for your account and which are in "street name," or are being held by a securities depository, are commingled with the same securities being held for other customers of LPL. Your ownership of these securities is reflected in LPL s records. You have the right at any time to require delivery to you of any such securities which are fully paid for or are in excess of margin requirements. The terms of many bonds allow the issuer to partially redeem or "call" the issue prior to maturity date. Certain preferred stocks are also subject to being called by the issuer. Whenever any such security being held by LPL is partially "called," LPL will determine, through a random selection procedure as prescribed by the Depository Trust Co., the ownership of the securities to be submitted for redemption without regard to unsettled sales. In the event that such securities owned by you are selected, your account will be credited with the proceeds. Should you not wish to be subject to this random selection process, you must instruct your Representative to have LPL deliver your securities to you. Delivery will be effected provided, of course, that your position is unencumbered or had not already been called by the issuer as described prior to receipt by LPL of your instructions. Note that if you take delivery of the securities they are still subject to call by the issuer. The probability of one of your securities being called is the same whether they are held by you or by LPL for you. Please refer to the LPL.com Disclosure webpage for information regarding LPL s callable securities allocation process. 9. Permission to Impose Fees In connection with servicing your account you may be charged certain incidental fees and charges. These fees and charges are subject to change at the discretion of LPL. You will be notified of these charges and any changes by your Representative or through information provided with your periodic statements. LPL notifies you of certain fees and charges at account opening and makes available a list of these charges on its website at These miscellaneous fees are not directly based on the costs of the transaction or service by LPL, may include a profit to LPL, and certain of the fees may be lowered or waived for certain customers. 10. Cost Basis For assets held at LPL, for any assets purchased within your account, the cost basis is the actual purchase price including commissions. For any assets transferred into your account, original purchase price is used as the cost basis to the extent such information was submitted by you or your previous service provider to LPL. It is your responsibility to advise LPL immediately if the cost basis information is portrayed inaccurately. Statement calculations and figures should not be relied upon for tax purposes. The original trade confirmation customarily should be used for cost basis information. LPL FINANCIAL LLC Page 6

7 11. Payment for Order Flow LPL does not receive any compensation in the form of payment for order flow. 12. Conflicts of Interest and Rollovers LPL s interests may not always be the same as yours. Please ask us questions to make sure you understand your rights and our obligations to you, including the extent of our obligations to disclose conflicts of interest and to act in your best interest. We are paid both by you and, sometimes, by people who compensate us based on what you buy. More information regarding material conflicts of interest, the entities that make these payments and a description of the services provided, can be found at under Disclosures, or by contacting your Representative or LPL Client Services at (800) This information will be sent to you upon your request. If you are a participant in an employer-sponsored retirement plan such as a 401(k) plan, and decide to roll assets out of the plan into the Account, LPL and your Representative have a financial incentive to recommend that you invest those assets in the Account, because LPL will be paid on those assets, for example, through commissions, fees and third party payments. You should be aware that such fees likely will be higher than those a participant pays through a plan, and there can be maintenance and other miscellaneous fees. As securities held in a retirement plan are generally not transferred to the Account, commissions and sales charges may be charged when liquidating such securities prior to the transfer, in addition to commissions and sales charges previously paid on transactions in the plan. 13. Direction of Orders Consistent with the overriding principle of best execution, LPL directs customer orders in equity securities to exchanges and market makers based on an analysis of their ability to provide rapid and quality executions. In an effort to obtain best execution, LPL may consider several factors, including price improvement opportunities (executions at prices superior to the then prevailing inside market on over the counter (OTC) or national best bid or offer for listed securities), whether it will receive cash or non-cash payments for routing order flow and reciprocal business arrangements. 14. Explicit Hold Recommendations An advisor s explicit recommendation to hold a particular securities position in a customer s brokerage account, including but not limited to any long or short equity, fixed income or mutual fund position, any options or futures position, positions held on margin, shall be effective only for the duration of the market trading day in which the recommendation was made and shall automatically expire at the close of trading on such day. In the event the explicit hold recommendation is made other than during regular market hours, such recommendation shall automatically expire at the close of trading of the next market trading day. 15. SIPC Insurance LPL is a member of the Securities Investor Protection Corporation ("SIPC"). For assets held at LPL, SIPC provides protection for the Account for up to $500,000, including $250,000 for claims for cash. The account protection applies when a SIPC member firm fails financially and is unable to meet obligations to securities customers, but it does not protect against losses from the rise and fall in the market value of investments. More information on SIPC, including obtaining a SIPC Brochure, may be obtained by calling SIPC directly at (202) or by visiting Representations as to Capacity to Enter into Agreement / ERISA If you are an individual, you represent that you are of legal age, that unless otherwise disclosed to LPL in writing, you are not an employee of any securities exchange, or of any corporation of which any exchange owns a majority of the capital stock, or of a member firm or member corporation registered on any exchange or of a bank, trust company, insurance company, or of any corporations, firm or individual engaged in the business of dealing either as broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper. You further represent that no one except you LPL FINANCIAL LLC Page 7

8 has an interest in your account or accounts with LPL. If English is not your first or preferred language, I acknowledge and understand the foreign language customer disclosure is attached (Exhibit A). If this Agreement is entered into by a trustee or other fiduciary, including but not limited to someone meeting the definition of fiduciary under the Employee Retirement Income Security Act of 1974 ( ERISA ), of (i) an employee benefit plan subject to the fiduciary provisions of ERISA (an ERISA Plan ), (ii) a plan within the meaning of Section 4975(e) of the Internal Revenue Code of 1986 (the Code ), (iii) any entity whose assets are treated as plan assets for purposes of ERISA or Section 4975 of the Code (a Plan Assets Entity ), or (iv) a plan, trust or entity subject to laws similar to the fiduciary duty provisions of ERISA or the prohibited transaction rules under Section 4975 of the Code (each of the foregoing, including any related trust or funding vehicle, a Plan and, collectively, Plans ), such trustee or other fiduciary ( Responsible Plan Fiduciary ) represents and warrants that this brokerage account relationship is permitted by the relevant governing instrument of such Plan and laws applicable to such Plan, and that the Plan is duly authorized to enter into this Agreement on behalf of such Plan. If the account is established for a particular participant in a Plan (a Self-Directed Account ), both the Responsible Plan Fiduciary and participant must sign the Account Application. In the case of a Self-Directed Account, you represent to LPL that the Plan s governing documents (including any applicable adoption agreement) and laws governing the Plan permit the participant to self-direct his or her investment of all assets in the account. If LPL or Representative receives trade instructions from participant, rather than from the Responsible Plan Fiduciary or its designee, such as a trustee, plan administrator or other delegate, you represent that the Plan s governing documents, including any procedures established by the Responsible Plan Fiduciary, and laws governing the Plan permit the participant to provide trade instructions directly to LPL and Representative. In the case of a Self-Directed Account, although the Plan s governing documents allow participant to direct investments of the account, the Plan trustee(s) remains the legal owner of the assets in the account, and the rules regarding withdrawals, contributions and other actions are primarily governed by the Plan documents, including any related trust agreement. If participant is entitled to a distribution or withdrawal from the account, and the Responsible Plan Fiduciary directs us accordingly, you are aware that an LPL distribution/withdrawal request will need to be authorized by the Responsible Plan Fiduciary in addition to participant s authorization requesting the transaction. If participant invests through this account, in place of designated investment options as may be provided by the Responsible Plan Fiduciary under the Plan, if applicable, you acknowledge that the product and services (including investments) under this Agreement may be different, and the costs and fees may be higher, than if participant invested through those designated Plan investment options. You understand that the investment objective for this account will be based on the investment objective of the participant as provided in the Account Application, and generally will be different from the investment objectives of other Plan accounts for different participants of the same or different Plans. LPL has been keeping retirement account holders informed regarding a new Department of Labor (DOL) rule, certain aspects of which became effective on June 9, The effective date of other aspects of the rule, including contract provisions and disclosures has been delayed until July 1, For more information regarding the status of the rule, including any applicable contract provisions and disclosures under the rule, please visit our website at and click on Disclosures and then Retirement Fiduciary Disclosures. Please contact your Representative if you would like a paper copy of information on the website or for more information about the DOL rule. 17. Foreign Language Customer Disclosure and Acknowledgment You understand that all written materials arising from your relationship with LPL are provided in English, including but not limited to service agreements, forms, account statements, trade confirmations, disclosure documents, and product materials. We encourage you to review all materials carefully and engage an interpreter of your choice (who may not be your financial advisor) if English is not your first or preferred language. LPL FINANCIAL LLC Page 8

9 You should conduct business with LPL only if you are comfortable transacting in English and are able to understand all products and services offered. By conducting business with us and signing the Account Application, you acknowledge your ability to understand the materials provided and that the English documents control over any available translation. You also acknowledge that if English is not your first or preferred language, then you have read and understand the disclosure made in your preferred language in Exhibit A. 18. Extraordinary Events LPL shall not be liable for loss caused, directly or indirectly, by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions beyond LPL s control. 19. Governing Law This agreement and its enforcement will be governed by the laws of The Commonwealth of Massachusetts. 20. Account Handling You acknowledge that LPL reserves the right in its sole discretion to refuse or restrict your orders and that LPL may reassign your account to a different representative or close your account by giving you written notice. OPERATION OF YOUR MARGIN ACCOUNT/TERMS (For assets held at LPL) 1. Margin. Purchase of securities on credit, commonly known as margin purchases, enable you to increase the buying power of its equity and thus increase the potential for profit -- or loss. A portion of the purchase price is deposited when buying securities on margin and LPL extends credit for the remainder. This loan appears as a debit balance on your monthly statement of account. LPL charges interest on the debit balance and requires margin clients to maintain securities, cash, or other property to secure repayment of funds advanced and interest due. Interest will be charged for any credit extended to you for the purpose of buying, trading or carrying any securities, for any cash withdrawals made against the collateral of securities, or for any other extension of credit. When funds are paid in advance of settlement on the sale of securities, interest will be charged on such amount from date of payment until settlement date. In the event that any other charge is made to the account for any reason, interest may be charged on the resulting debit balances. 2. Deposit of Collateral, Lien On Accounts And Liquidation. In the event that additional collateral is requested, you may deposit cash or acceptable securities into your margin account. If satisfactory collateral is not promptly deposited after a request is made, LPL may, at its discretion, liquidate securities held in any of your non tax-qualified retirement accounts. In this connection, pursuant to this Agreement, LPL retains a security interest in all securities and other property held in its accounts, including securities held for safekeeping, so long as any credit extended remains outstanding. Notwithstanding any other provision in this agreement to the contrary, any lien or security interest arising out of fees, charges or other obligations owed to LPL by an account of a Plan shall be limited to and enforceable against only the assets of such Plan account and any lien or security interest arising out of fees, charges or other obligations owed to LPL by a non-plan account shall not extend to or be enforceable against the assets of any Plan account. 3. Liquidation If, in LPL's discretion, LPL considers it necessary for its protection to require additional collateral or in the event that a petition in bankruptcy, or for appointment of a receiver is filed by or against you, or an attachment is levied against your accounts, or in the event of your death, LPL shall have the right to sell any or all securities, commodities and other property in your accounts with LPL, whether carried individually or jointly with others, to buy any or all securities, commodities and other property which may be short in such accounts, to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or purchase or other notice or advertisement. LPL FINANCIAL LLC Page 9

10 Any such sales or purchases may be made at LPL's discretion on any exchange or other market where such business is usually transacted, or at public auction or private sale, and LPL may be the purchasers for LPL's own account. It is understood that a prior demand, or call, or prior notice of the time and place of such sale or purchase shall not be considered a waiver of LPL's right to sell or buy without demand or notice. 4. Payment of Indebtedness upon Demand and Liability for Costs of Collection You shall at all times be liable for the payment upon demand of any debit balance or other obligations owing in any of your LPL accounts and you shall be liable to LPL for any deficiency remaining in any such accounts in the event of the liquidation thereof, in whole or in part, by LPL or by you; and, you shall make payments of such obligations and indebtedness upon demand. The reasonable costs and expense of collection of the debit balance, recovery of securities, and any unpaid deficiency in the accounts of the undersigned with LPL, including, but not limited to, attorneys fees, incurred and payable or paid by LPL shall be payable to LPL by you. 5. Pledge of Securities Securities purchased on a cash or margin basis may be hypothecated under circumstances which will permit the co-mingling thereof with securities carried for other customers, but such securities, if hypothecated will be withdrawn from hypothecation as soon as practicable upon receipt of payment there for. 6. Margin Requirements, Credit Charges and Credit Investigation. You will at all times maintain such securities, commodities and other property in your accounts for margin purposes as LPL shall require from time to time and the monthly debit balances or adjusted balances in your accounts shall be charged, in accordance with LPL's practice, with interest at a rate permitted by the laws of the Commonwealth of Massachusetts. It is understood that the interest charge made to your account at the close of a charge period will be added to the opening balance for the next charge period unless paid. 7. Interest Rates Interest charged on any debit balances in cash accounts or credit extended in margin accounts may be up to 3.00 percentage points above the LPL Base Lending Rate. The LPL Base Lending Rate will be set with reference to commercially recognized interest rates, industry conditions relating to the extension of credit, and general credit market conditions. The LPL Base Lending Rate will change without prior notice. When the LPL Base Lending Rate changes during an interest period, interest will be calculated according to the number of days each rate is in effect during that period. If the rate of interest charged to you is changed for any other reason, you will be notified at least 30 days in advance. 8. Interest Period Interest charges for the period shown on monthly statements reflect the second to last business day of the previous month through the third to last business day of the current month. Accordingly, the interest charges for the period shown on your monthly statement are based only on the daily net debit and credit balances for the interest period. 9. Method of Interest Computation At the close of each Interest Period during which credit was extended to you, an interest charge is computed by multiplying the average daily debit balance by the applicable schedule rate and by the number of days during which a debit balance was outstanding and then dividing by 360. If there has been a change in the LPL Base Lending Rate, separate computations will be made with respect to each rate of charge for the appropriate number of days at each rate during the Interest Period. The interest charge for credit extended to your account at the close of the Interest Period is added to the opening debit balance for the next Interest Period unless paid. With the exception of credit balances in your short account, all other credit and debit balances in each portion of your account will be combined daily and interest will be charged on the resulting average daily net debit balances for the interest period. If there is a debit in the cash account (type 1) and there is a margin LPL FINANCIAL LLC Page 10

11 account (type 2), interest will be calculated on the combined debit balance and charged to the margin account. Any credit balance in the short account is disregarded because such credit collateralizes the stock borrowed for delivery against the short sale. Such credit is disregarded even if you should be long the same position in your margin account (i.e., short against the box). If the security that you sold short (or sold against the box) appreciates in market price over the selling price, interest will be charged on the appreciation in value. Correspondingly, if the security that you sold short depreciates in market price, the interest charged will be reduced since your average debit balance will decline. This practice is known as "marking-tomarket". The daily closing price is used to determine any appreciation or depreciation of the security sold short. If your account is short shares of stock on the record date of a dividend or other distribution, however such short position occurs, your account will be charged the amount of dividend or other distribution on the following Business Day. 10. General Margin Policies The amount of credit that may be extended by LPL and the terms of such extension are governed by rules of the Federal Reserve Board and the Financial Industry Regulatory Authority. Within the guidelines of these rules and subject to adjustment required by changes in such rules and our business judgement, LPL establishes certain policies with respect to margin accounts. If the market value of securities in a margin account declines, LPL may require the deposit of additional collateral. Margin account equity is the current market value of securities and cash deposited as security less the amount owed LPL for credit extended at its discretion. It is LPL's general policy to require margin account holders to maintain equity in its margin accounts of the greater of 30% of the current market value or $3.00 per share for common stock purchased on margin. LPL applies other standards for other types of securities. For example, securities may be ineligible for margin credit from time to time. For information with respect to general margin maintenance policy as to municipal bonds, corporate bonds, listed United States Treasury notes and bonds, mutual funds, and other securities, as well as information about the eligibility of particular securities for margin credit, please contact your LPL Representative. Notwithstanding the above general policies, LPL reserves the right, at its discretion, to require the deposit of additional collateral and to set required margin at a higher or lower amount with respect to particular accounts or classes of accounts as it deems necessary. In making these determinations, LPL may take into account various factors including the size of the account, liquidity of a position, unusual concentrations of securities in an account, or a decline in credit worthiness. If you fail to meet a margin call in a timely manner, some or all of your positions may be liquidated. 11. Credit Investigation LPL may exchange credit information about you with others. LPL may request a credit report on you and upon request, LPL will state the name and address of the consumer reporting agency that furnished it. If LPL extends, updates or renews your credit, LPL may request a new credit report without telling you. GENERAL TERMS APPLICABLE TO ALL ACCOUNTS 1. Communications To the extent permitted by applicable law, communications may be sent to you through mail, overnight express delivery, or electronically, at LPL s discretion. Communications will be sent to the postal or electronic address ("E-Address") shown on the Account Application or at such other postal or E-Address as you may hereafter provide to LPL in accordance with procedures LPL may establish from time to time. The E-Address may be an address, other Internet address, fax number, or other electronic access address. To the extent permitted by applicable law, communications will be deemed delivered when sent, whether actually received or not, even if LPL has notice of non-delivery. Communications posted to an online location by LPL will be deemed to be delivered to, and received by, you at the time that LPL sends notice to you in accordance with this Agreement that the Communication is posted online and available for review. LPL may, at its option, send communications to you electronically either: LPL FINANCIAL LLC Page 11

12 to your E-Address, or by posting the information online and sending you a notice to your postal address or E-Address telling you that the information has been posted and providing instructions on how to view it. You agree that you will notify LPL and your Representative immediately in the event of a change to your postal address or E-Address. Further, you agree to promptly notify LPL in the event that your country of residence or citizenship status changes, and you acknowledge and agree that such notification may result in the closing of your account by LPL if LPL does not service accounts in the new jurisdiction. All notices to LPL must be provided in writing at LPL s postal address, and as such address may be updated by notice to you from time to time. Any notice you send LPL or to your Representative will not be effective until actually received. You assume the risk of loss in the mail or otherwise in transit. 2. Scope and Transferability This Agreement shall cover individually and collectively all accounts you may open or reopen with LPL, and shall inure to the benefit of LPL's successors whether by merger, consolidation or otherwise, and assigns, and LPL may transfer your accounts to its successors and assigns, and this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the undersigned. 3. Non-Investment Advice You acknowledge that LPL will not provide you with any legal, tax or accounting advice, that LPL's employees are not authorized to give any such advice and that you will not solicit or rely upon any such advice from LPL or its employees whether in connection with transactions in or for any of your accounts or otherwise. In making legal, tax or accounting decisions with respect to transactions in or for your accounts or any other matter, you will consult with and rely upon your own advisors and not LPL, and LPL shall have no liability therefor. 4. Account Registration You have chosen your account registration based on your personal requirements. You certify that the titling of your account is allowed under pertinent state laws. LPL has no obligation to verify the legality of any registration under the probate, estate, or transfer laws of the state where this account is being opened or to determine which state laws are applicable. 5. Joint and Several Liability; Joint Account If more than one individual is establishing an account with LPL, the obligations of all persons establishing such account under this Agreement shall be joint and several. If this is a joint account, each of you signing the Account Application and Agreement (each a joint owner ) agrees that each joint owner shall have authority to (I) buy, sell (including short sales, if the account is approved for short selling), and otherwise deal in, through LPL as a broker, securities and/or other property on margin or otherwise, (II) to receive confirmations, statements and communications of every kind related to the account, (III) to receive and dispose of money, securities and/or other property in the account, (IV) to make, terminate, or modify this Agreement and any other written agreement relating to the account or waive any of the provisions of such agreements, and(v) generally to deal with LPL as if each of you alone was the sole owner of the account, all without notice to the other joint owner(s). Each of you agrees that notice to any joint owner shall be deemed to be notice to all joint owners. LPL may follow the instructions of any of the joint owners concerning the account and make delivery to any of the joint owners of any and all securities and/or other property in the account, and make payments to any of the joint owners, of any or all moneys in the account as any of the joint owners may order and direct, even if such deliveries and/or payments shall be made to one of the joint owners personally. LPL shall be under no obligation to inquire into the purpose of any such demand for such deliveries and/or payments. In the event of the death of any of the joint owners, the surviving joint owner(s) shall immediately give LPL written notice thereof. The estate of any deceased joint owner shall be liable and each survivor will be liable, jointly and severally, to LPL for any debt or loss in the account resulting from the completion of transactions initiated prior to LPL s receipt of a written LPL FINANCIAL LLC Page 12